**Exhibit 10.68**

**SECURITY AGREEMENT**

This SECURITY AGREEMENT (“Security Agreement”) is made as of this19th day of May, 2006 by and among Tecstar Automotive Group, Inc. (formerly known as Starcraft Corporation), anIndiana corporation (the “Borrower”), Tecstar, L.P., an Indiana limited partnership, Wheel to Wheel, LLC, an Indiana corporation, Starcraft Automotive Group, Inc., an Indiana corporation, Powertrain Integration, LLC, an Indiana limitedliability company, Classic Design Concepts, LLC, an Indiana limited liability company, Tecstar Partners, LLC, an Indiana limited liability company, Wheel to Wheel Powertrain, LLC, a Michigan limited liability company, Quantum Fuel SystemsTechnologies Worldwide, Inc. (“Quantum”), Regency Conversions, LLC, a Michigan limited liability company, Quantum Performance, LLC, a Michigan limited liability company, Unique Performance Concepts, LLC, a Michigan limited liabilitycompany, Performance Concepts, LLC, a Michigan limited liability company, Troy Tooling, LLC, a Michigan limited liability company, Empire Coach Enterprises, LLC, a Michigan limited liability company, and such other persons or entities which fromtime to time become parties hereto (collectively, including the Borrower, the “Debtors” and individually each a “Debtor”) and Comerica Bank, a Michigan banking corporation, as Agent for and on behalf of the Banks (as definedbelow) (“Secured Party”). 

**RECITALS**

A. WHEREAS, pursuant to that certain Second Amended and Restated Credit Agreement dated as of May 19, 2006 (as amended or otherwise modified from time to time, the “Credit Agreement”), among theBorrower, each of the financial institutions party thereto (collectively, the “Banks”) and Secured Party, as Agent for the Banks, the Banks have agreed, subject to the satisfaction of certain terms and conditions, to make Advances toBorrower of the Revolving Credit, the Swing Line and to provide for the issuance of Letters of Credit for the account of Borrower, individually, or jointly and severally with certain of the other Account Parties (as such terms are defined in theCredit Agreement), as provided therein; and 

B. WHEREAS, each of the Debtors (other than the Borrower) has executed and delivered aguaranty (as amended or otherwise modified from time to time, the “Starcraft Guaranty”) of the obligations of the Borrower under the Credit Agreement and certain of the Debtors have executed and delivered to Comerica Bank, in itsindividual capacity, guaranties of the obligations of Tecstar Manufacturing Canada Limited to Comerica Bank (the “Canada Guaranty” and together with the Starcraft Guaranty, collectively referred to as the “Guaranty”); and

C. WHEREAS, the obligations of the Borrower under the Credit Agreement and the obligations of each other Debtor under the Guaranty are tobe secured pursuant to this Agreement. 

NOW, THEREFORE, for and in consideration of the mutual promises, covenants and agreements hereinafter setforth, the parties hereto agree as follows: 

 
 I.Creation of Security Interest
As security for theIndebtedness (hereinafter defined), each Debtor hereby pledges and grants to Secured Party, as Agent for and on behalf of Banks, a security interest in the following described property of Debtor (the “Collateral”): 

(a) all inventory, goods (including returned or repossessed goods and all goods the sale of which gives rise to accounts receivable,contract rights, chattel paper, general intangibles or instruments), merchandise and other personal property, in each case (i) whether now owned or hereafter produced, manufactured or acquired by such Debtor which are held for sale or lease orare furnished or to be furnished under a contract of service or are raw materials, work in process or materials used or consumed or to be used or consumed in such Debtor’s business, and (ii) wherever located; 

(b) all accounts; accounts receivable; contract rights; general intangibles; chattel paper and instruments (including without limitationinstruments evidencing any obligation to such Debtor for payment for goods sold or leased or services rendered or otherwise); deposit accounts; documents; rights to payment evidenced by chattel paper, documents or instruments; letters of credit;letter of credit rights; supporting obligations; and the rights to payment for money or funds advanced or sold together with all payments thereon or thereunder; tax refunds; goodwill; licenses, permits and privileges; customer lists; rights ofindemnification; 

(c) all machinery, equipment, furniture and other tangible personal property and fixtures of such Debtor,together with all accessions, additions, accessories, parts and equipment now or hereafter affixed thereto or used in connection therewith; 

(d) all patents, trademarks, copyrights and other intellectual property and proprietary rights, including without limitation those items of property listed in Schedule I hereto; 

(e) all investment property of such Debtor; and 

(f) the balance from time to time in all bank and depository accounts of such Debtor and all amounts in any lockbox or in any collateralaccount, including all funds on deposit therein, all investments arising out of such funds, all claims thereunder or in connection therewith, and all cash, instruments, securities, rights and other property at any time and from time to timereceived, receivable, or otherwise distributed in respect of such accounts, such funds or such investments; 

(g) allSoftware (for purposes of this Agreement, “Software” consists of all (i) computer programs and supporting information provided in connection with a transaction relating to the program, and (ii) computer programs embedded in goodsand any supporting information provided in connection with a transaction relating to the program whether or not the program is associated with the goods in such a manner that it customarily is considered part of the goods, and whether or not, bybecoming the owner of the goods, a person acquires a right to use the program in connection with the goods, 

 

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and whether or not the program is embedded in goods that consist solely of the medium in which the program is embedded); 

whether any such property is now owned or hereafter acquired or existing by such Debtor, and all records (including computer software) pertaining to the foregoing, andall substitutions for, all proceeds and all products of the foregoing, including insurance proceeds, to the fullest extent permitted by law, subject in each case only to the Permitted Liens. The pledge and grant of a security interest in proceedshereunder shall not be deemed to give such Debtor any right to dispose of any of the Collateral, except in accordance with the terms of the Credit Agreement. 

 
 II.Debtors’ Obligations
A. Payment of SecuredIndebtedness. The security interest created herein by each Debtor is given as security for the discharge and performance of the following obligations: all of such Debtor’s obligations contained in or arising under or in connection with theCredit Agreement, any Note, any Guaranty, any Bank Hedging Agreement, any other Loan Document or any other document or instrument executed in connection therewith, howsoever created, arising or evidenced, whether direct or indirect, absolute orcontingent, now or hereafter existing, or due to become due, together with interest thereon; and also as security for all other indebtedness and liabilities, whether direct, indirect, absolute or contingent, owing by such Debtor to the Banks in anymanner and at any time, whether due or hereafter to become due, now owing or that may hereafter be incurred by such Debtor to or acquired by the Banks, and any judgments that may hereafter be rendered on such indebtedness or any part thereof, withinterest according to the rates and terms specified, or as provided by law, and any and all replacements, consolidations, amendments, renewals or extensions of the foregoing (collectively herein called the “Indebtedness”). 

B. Protection of Collateral. Each Debtor shall take any and all reasonable steps required to protect the Collateral, and in pursuance thereof,each such Debtor agrees that: 

(1) The Collateral will at all times be maintained in accordance with the applicable terms ofthe Credit Agreement. 

(2) The Collateral described in Section I.(a) and (c) will be insured with insurance coverage byfinancially sound and reputable insurers and in such forms and amounts and against such risks as prudent business judgment and then current practice would dictate for companies or professional enterprises engaged in the same or a similar businessand owning and operating similar properties. In the case of all such insurance policies, each such Debtor shall designate the Secured Party, on behalf of Banks, as mortgagee and loss payee and such policies shall provide that any loss be payable toeach such Debtor and Secured Party, on behalf of Banks, as mortgagee and loss payee, as their respective interests may appear. Further, upon the request of the Secured Party acting at the request of the Banks, each such Debtor shall deliver copiesof all said policies, including all endorsements thereon and those required hereunder, to Secured Party; and each such Debtor assigns to Secured Party, on behalf of Banks, as additional security hereunder, all its rights to receive proceeds ofinsurance with respect to the Collateral, subject to clause (i) of this subsection II.B.(2). All such insurance shall, by its terms, provide that no cancellation, lapse (including without limitation any lapse for non-payment of premiums) or

 

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material change in coverage shall become effective until thirty (30) days after receipt by Secured Party of written notice from the applicable carrier.Each Debtor further shall provide Secured Party upon request with evidence reasonably satisfactory to Secured Party that each such Debtor is at all times in compliance with this paragraph. During the continuance of an Event of Default, Secured Partymay act as each such Debtor’s attorney-in-fact in obtaining, adjusting, settling and compromising such insurance and endorsing any drafts. Upon default in this covenant, Secured Party may procure such insurance and its costs therefor shall becharged to Borrower, payable on demand, with interest at the highest rate set forth in the Credit Agreement and added to the Indebtedness secured hereby. The disposition of proceeds of any insurance on the Collateral (“Insurance Proceeds”)shall be governed by the following: 

(i) provided that no Event of Default has occurred and is continuing hereunder,(a) if the amount of Insurance Proceeds in respect of any loss or casualty does not exceed Two Hundred Fifty Thousand Dollars ($250,000), such Debtor shall be entitled, in the event of such loss or casualty, to receive all such InsuranceProceeds and to apply the same toward the replacement of the Collateral affected thereby; and (b) if the amount of Insurance Proceeds in respect of any loss or casualty exceeds Two Hundred Fifty Thousand Dollars ($250,000), such InsuranceProceeds shall be paid to and received by Secured Party, for release to such Debtor for the replacement of the Collateral affected thereby or, upon written request of such Debtor (accompanied by reasonable supporting documentation), for such otheruse or purpose as approved by the Majority Banks, in their reasonable discretion, it being understood and agreed in connection with any release of funds under this subparagraph (B), that the Secured Party and Majority Banks may impose reasonable andcustomary conditions on the disbursement of such Insurance Proceeds; and 

(ii) if an Event of Default has occurred or iscontinuing hereunder, all Insurance Proceeds in respect of any loss or casualty shall be paid to and received by the Secured Party, to be applied by the Secured Party against the Indebtedness and/or to be held by the Secured Party as cash collateralfor the Indebtedness, as the Majority Banks may direct in their sole discretion and/or for replacement of the Collateral affected thereby, as the Majority Banks may direct in their sole discretion. 

(3) The Collateral is located in the premises set forth on Schedule II, and will not be moved to premises other than those set forth onSchedule II, and such other locations with respect to which each such Debtor shall have executed and delivered to Secured Party all financing statements and other documents and instruments necessary to perfect or continue the perfection of theSecured Party’s security interest in the Collateral. Subject to the applicable terms of the Credit Agreement, upon request therefor by the Secured Party, each such Debtor will inform the Secured Party in writing of the whereabouts of theCollateral and Debtor will promptly arrange for any inspections requested by the Secured Party, on behalf of Banks pursuant to the terms of the Credit Agreement; 

(4) Each such Debtor shall comply with all applicable laws, rules, ordinances, regulations and orders of any governmental authority,whether federal, state, local or foreign in effect from time to time with respect to the Collateral, to the full extent required under the Credit Agreement. 

 

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(5) Secured Party, on behalf of the Banks, may, subject to the applicable terms of theCredit Agreement, examine and inspect the Collateral at any time wherever located. 

C. Protection of Security Interest. Each Debtoragrees that: 

(1) Except as permitted by the Credit Agreement, it will not sell, transfer, lease or otherwise dispose of anyof the Collateral or any interest therein or offer to do so (other than the sale or lease of inventory in the ordinary course of business or as otherwise permitted by the Credit Agreement) without the prior written consent of Secured Party, given atthe written direction or with the written approval of the Majority Banks (or, if required by the terms of the Credit Agreement, all of the Banks), and will not create, incur, assume or suffer to exist any mortgage, pledge, encumbrance, securityinterest, lien or charge of any kind upon any of the Collateral (or any interest therein or portion thereof), other than in favor of Secured Party, on behalf of the Banks and liens permitted under the Credit Agreement. 

(2) It will, to the full extent required under the Credit Agreement, pay all taxes including, without limitation, any maintenance feespayable on any registered patents and any fees in connection with any required filings in connection with any pending or registered trademarks, assessments, governmental charges and levies upon the Collateral or for its use or operation. 

(3) It will sign and execute alone or with Secured Party any financing statement or other document (including without limitation,filings required in connection with any pending or registered trademark) or procure any documents and pay all connected costs, necessary to protect the security interest under this Security Agreement against the rights or interests of third persons.

(4) It will reimburse Secured Party for all reasonable costs, including reasonable attorneys’ fees, incurred for anyaction taken by Secured Party to remedy an Event of Default of Debtor which Secured Party elects to remedy pursuant to its rights under Paragraph IV hereof. 

(5) It will, 

(i) subject to Section 7.6 of the Credit Agreement, allow Secured Party, or any Bank, to examine, audit and inspect such Debtor’s books, accounts, and other records relating to the Collateral wherever located at all reasonabletimes during normal business hours, upon oral or written request of Secured Party, and to make and take away copies of any and all such books, accounts, records and ledgers; 

(ii) punctually and properly perform all of its covenants and duties under any other security agreement, mortgage, collateral document,pledge agreement or contract of any kind now or hereafter existing as security for or in connection with payment of the Indebtedness, or any part thereof; 

(iii) perform its obligations under and comply with the terms and provisions of the Credit Agreement and the other Loan Documents to which it is or may become a party; 

 

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(iv) keep, at the addresses designated on Schedule II and such additional addresses asmay be provided from time to time for its records, all records concerning the Collateral as required under the Credit Agreement, which records will be of such character as will enable Secured Party or its designees to determine at any time thestatus of the Collateral; 

(v) give Secured Party not less than 30 days prior written notice of all contemplated changes insuch Debtor’s name, legal structure, location, jurisdiction of formation, or chief executive office, or in the location of the Collateral or such Debtor’s records concerning same and, prior to making any such changes, file or cause to befiled all financing statements or amendments or other documents or instruments determined by Secured Party to be necessary or appropriate to establish and maintain a valid first priority security interest in all the Collateral in accordance with theterms hereof; 

(vi) promptly furnish Secured Party with any information in writing which Secured Party may reasonablyrequest concerning the Collateral; 

(vii) to the extent required under the Credit Agreement, promptly notify Secured Partyof any material claim, action or proceeding affecting the Collateral and title therein, or in any part thereof, or the security interest created herein, and, at the request of the Secured Party, appear in and defend, at such Debtor’s expense,any such action or proceeding; 

(viii) promptly, after being requested by Secured Party, pay to Secured Party the amount ofall reasonable expenses, including reasonable attorneys’ fees and other legal expenses, incurred by Secured Party pursuant to and in accordance with the Credit Agreement in protecting and maintaining the Collateral or its rights hereunder, orin connection with any audit or inspection of the Collateral pursuant to the terms hereof, and in enforcing the security interest created herein; 

(ix) allow Secured Party, upon and so long as there exists any Default or Event of Default, to correspond with its account debtors to confirm its accounts receivable and Obligors under any contracts; 

(x) take such actions as Secured Party, in its sole discretion, deems necessary or appropriate to establish exclusive control (as definedin the UCC) over any Collateral of such nature that perfection of Secured Party’s security interest may be established exclusively by control. 

(6) With respect to any Collateral of a kind requiring an additional security agreement, financing statement, or other writing to perfect a security interest therein in favor of Secured Party, on behalf of Banks, suchDebtor will forthwith upon demand by Secured Party execute and deliver to Secured Party on behalf of Banks, whatever documentation the Secured Party or the requisite Banks shall reasonably deem necessary or proper for such purpose. Should anycovenant, duty or agreement of such Debtor fail to be performed in accordance with its terms hereunder resulting in an Event of Default, Secured Party may, but shall never be obligated to, perform or attempt to perform such covenant, duty oragreement on behalf of such Debtor, and 

 

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any amount expended by Secured Party in such performance or attempted performance shall become part of the Indebtedness, and, at the request of SecuredParty, such Debtor agrees to pay such amount to Secured Party upon demand at Secured Party’s office in Detroit, Michigan together with interest thereon at the highest rate at which interest accrues on amounts after the same become due pursuantto the terms of the Credit Agreement, from the date of such expenditure by Secured Party until paid. With respect to any Collateral (other than goods) in which such Debtor acquires any rights subsequent to the date hereof and which, under applicablelaw, a security interest can be perfected exclusively by possession, upon request of the Secured Party or the Majority Banks, such Debtor agrees to deliver possession of such Collateral to Secured Party immediately upon its acquisition of rightstherein. 

(7) It will hold the proceeds of any of the Collateral (including accounts receivable and contracts) which is soldother than in the ordinary course of such Debtor’s business (or otherwise as permitted under the Credit Agreement or this Agreement, subject to the terms thereof) in trust for Secured Party on behalf of the Banks, will not commingle saidproceeds with any other funds, and, after and during the continuance of an Event of Default, will deliver such proceeds to Secured Party immediately upon its request. 

(8) It will not, except as permitted under the Credit Agreement, grant any rebate, refund, allowance or credit on any account receivable,or on any amounts due under any accounts receivable, other than in the ordinary course of business, without Secured Party’s prior written consent. 

(9) If Secured Party, acting in its sole discretion, redelivers any Collateral to such Debtor or such Debtor’s designee for the purpose of (i) the ultimate sale or exchange thereof, or (ii) presentation,collection, renewal, or registration of transfer thereof, or (iii) loading, unloading, storing, shipping, transshipping, manufacturing, processing or otherwise dealing therewith preliminary to sale or exchange; such redelivery shall notconstitute a release of Secured Party’s security interest therein or in the proceeds thereof unless Secured Party, with the consent of the Banks, specifically so agrees in writing. If such Debtor requests any such redelivery, such Debtor willdeliver with such request a financing statement in form and substance satisfactory to Secured Party. 

(10) Subject to theapplicable terms of the Credit Agreement, Debtor shall at the direction of the Secured Party take any and all other steps reasonably required under applicable law to perfect the lien and security interest established hereby in favor of SecuredParty, on behalf of the Banks, including without limitation the execution, delivery and/or performance of appropriate acknowledgments, governmental acknowledgments, registrations or approvals, financing statements and other documents andinstruments, and the registration, recording and/or filing of such instruments with such Persons and in such jurisdictions as necessary to perfect the security interest and lien established hereby. 

(11) Secured Party or any agent of Secured Party may execute and file in the name of and on behalf of such Debtor all financing statementsor other filings deemed necessary or desirable by Secured Party to evidence, perfect or continue Secured Party’s security interests in the Collateral. 

 

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(12) Secured Party may take such actions in its own name or in such Debtor’s namesas Secured Party, in its sole discretion, deems necessary or appropriate to establish exclusive control (as defined in the UCC) over any Collateral of such nature that perfection of Secured Party’s security interest may be established bycontrol. 

(13) It will take any and all actions required or reasonably requested by the Secured Party, from time to time, to(i) cause the Secured Party to obtain exclusive control of any investment property owned by such Debtor in a manner reasonably acceptable to the Secured Party and (ii) obtain from any issuers of investment property and such other Persons,for the benefit of the Secured Party, written confirmation of the Secured Party’s control over such investment property. For purposes of this Section C(13), the Secured Party shall have exclusive control of investment property if (i) suchinvestment property consists of certificated securities and a Debtor delivers such certificated securities to the Secured Party (with appropriate endorsements if such certificated securities are in registered form); (ii) such investmentproperty consists of uncertificated securities and either (x) a Debtor causes the issuer to register the Debtor’s pledge of the investment property on the issuer’s books and records or (y) the issuer thereof agrees, pursuant todocumentation in form and substance satisfactory to the Secured Party, that it will comply with instructions originated by the Secured Party without further consent by such Debtor; and (iii) such investment property consists of securityentitlements either (x) the Secured Party becomes the entitlement holder thereof or (y) the appropriate securities intermediary agrees, pursuant to the documentation in form and substance satisfactory to the Secured Party, that it willcomply with entitlement orders originated by the Secured Party without further consent by any Debtor. 

 
 III.Collection of Proceeds - Remittance Basis.
(a) At any time upon the request of Secured Party (which request may only be made following the occurrence of an Event of Default), each Debtor shall at its sole expense maintain until the Agent acting in its sole discretion shall notifyDebtors that the Indebtedness is no longer required to be on a Remittance Basis a United States post office lock box (the “Lock Box”), to which Secured Party shall have exclusive access, and to which Debtors shall have no access. EachDebtor expressly authorizes Secured Party, from time to time, to remove all contents from the Lock Box, for disposition in accordance with this Agreement. Each Debtor agrees to notify all account debtors and other parties obligated to it that allpayments made on any account, invoice or other Collateral (other than payments by electronic funds) shall be remitted, for the credit of such Debtor, to the Lock Box, and each such Debtor shall include a like statement on all invoices. Payments madeby electronic funds transfer shall be made directly to the Cash Collateral Account (defined below), and each such Debtor shall so instruct its account debtors and other parties obligated to it. Each Debtor shall execute all documents, authorizationsand other agreements necessary to establish the Lock Box, and Secured Party’s exclusive access thereto. 

(b) Any andall cash, checks, drafts and other instruments for the payment of money received by each Debtor at any time, in full or partial payment of any of the Collateral shall forthwith, upon receipt, be transmitted and delivered to Secured Party (properlyendorsed, where required, so that such items may be collected by Secured 

 

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Party). Any such items received by a Debtor shall not be commingled with any other of such Debtor’s funds or property, but will be held separate andapart from such Debtor’s own funds or property, and upon express trust for the benefit of Secured Party and the Banks until delivery is made to Secured Party. 

(c) All items or amounts which are remitted to the Lock Box or otherwise delivered by or for the benefit of a Debtor to Secured Party onaccount of partial or full payment of, or any other amount payable with respect to, any of the Collateral shall, at Secured Party’ s option, (i) be applied when received to the payment of the Swing Line Advances first and then theRevolving Credit Advances and then the other Indebtedness, whether then due or not, or (ii) shall be deposited to the credit of a non-interest bearing deposit account in the name of Comerica Bank, as Secured Party, for the benefit of theapplicable Debtor (the “Cash Collateral Account”) to be established by each Debtor with Secured Party pursuant to this paragraph, as security for payment of the Indebtedness, provided, however, prior to the occurrence of an Event ofDefault, collected funds in the Cash Collateral Account shall be applied to the payment of the Indebtedness each Business Day unless no Swing Line Advances or Prime-based Advances of the Revolving Credit are then outstanding in which case such fundsshall be held in the Cash Collateral Account until they can be applied to Swing Line Advances or Prime-based Advances of the Revolving Credit or, at the option of Debtor, deposited to an interest bearing account maintained in the name of Debtor withAgent. No Debtor shall have any right whatsoever to withdraw any funds so deposited. Each Debtor further grants to Secured Party a first security interest in and lien on all funds on deposit in such account. To the extent collected funds remain atany time on deposit in the Cash Collateral Account after payment and discharge in full of the Indebtedness, Secured Party shall release such surplus collected funds to Debtor. Each Debtor hereby irrevocably authorizes and directs Secured Party toendorse all items received for deposit to the Cash Collateral Account, notwithstanding the inclusion on any such item of a restrictive notation, e.g., “paid in full”, “balance of account”, or other restriction. 

(d) Each Debtor agrees that neither Secured Party nor any Bank shall be liable for any loss or damage which Debtor suffer or may suffer asa result of Secured Party’s processing of items or its exercise of any other rights or remedies under this Agreement, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand oraction by any third party arising out of or in connection with the processing of items or the exercise of any other fights or remedies hereunder, except for direct damages which arise from Secured Party’s or any Bank’s gross negligence orwillful misconduct. Each Debtor further agrees to indemnity and hold Secured Party and the Banks harmless from and against all such third party claims, demands or actions, including without limitation litigation costs and reasonable attorney fees,except with respect to such claims, demands and actions which arise from Secured Party’s or any Bank’s gross negligence or willful misconduct. 

 

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 IV.Default
The terms “Default” and“Event of Default”, as used herein, shall mean the occurrence and continuance of a Default or an Event of Default, as the case may be, under the Credit Agreement. 

 
 V.Secured Party’s Rights and Remedies.
Inaddition to its rights and remedies under the Credit Agreement and the other Loan Documents, and under applicable law, Secured Party shall have available to it the following rights and remedies upon occurrence and during the continuance of an Eventof Default: 

A. Right to Discharge Debtor’s Obligations. Secured Party may, with the approval of the Majority Banks, dischargetaxes, liens or security interests or other encumbrances at any time levied or placed on the Collateral in violation of the terms hereof, whether senior or junior to the security interest herein granted, may remedy or cure any default of a Debtorunder the terms of any lease, rental agreement, land contract or other document which in any way pertains to or affects such Debtor’s title to or interest in any of the Collateral, may pay for insurance on the Collateral, and may pay for themaintenance and preservation of the Collateral, unless such Debtor is contesting in good faith such obligations, and such Debtor agrees to reimburse Secured Party, on demand, for any payment made or any expense incurred by Secured Party pursuant tothe foregoing authorization, with interest, which payments and expenses shall be secured by the Collateral. 

B. Remedies andEnforcement. Secured Party shall have and may exercise, at the direction or with the approval of the Majority Banks, any and all rights of enforcement and remedies afforded to a secured party under the UCC or other applicable uniform commercialcode (or other applicable law), to the full extent permitted by applicable law, on the date of this Security Agreement or the date of such Debtor’s default, together with any and all other rights and remedies otherwise provided and available toSecured Party by applicable law unless such application would result in the invalidity or unenforceability of any provision hereof, in which case the law of the state in which any of the Collateral is located shall apply to the extent necessary torender such provision valid and enforceable; and, in conjunction with, in addition to, or substitution for those rights, Secured Party may, at the direction or with the approval of the Majority Banks, or with respect to subparagraph (3) below),all of the Banks: 

(1) Enter upon such Debtor’s premises to take possession of, assemble, collect and/or dispose of theCollateral and, if Secured Party elects to do, to apply any of the Collateral against any of the Indebtedness secured hereby; 

(2) Require such Debtor to assemble the Collateral and make it available at a place Secured Party designates to allow Secured Party to take possession or dispose of the Collateral; 

(3) Waive any default, or remedy any default, without waiving its rights and remedies upon default and without waiving any other prior orsubsequent default; 

(4) Without any notice to any Debtor, notify any parties obligated on any of the Collateral to makepayment to the Secured Party, on behalf of the Banks, of any amounts due or to become due thereunder and enforce collection of any of the Collateral by suit or otherwise 

 

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and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period)the indebtedness thereunder or evidenced thereby. Upon request of the Secured Party, each Debtor will, at its own expense, notify any parties obligated to such Debtor on any of the Collateral to make payment to the Secured Party of any amounts dueor to become due thereunder, and indicate on all billings to such account debtors that their accounts must be paid to or as directed by Secured Party. Each Debtor agrees that neither Secured Party nor the Banks shall be liable for any loss or damagewhich such Debtor suffers or may suffer as a result of Secured Party’s processing of items or its exercise of any other rights or remedies under this Security Agreement, including without limitation indirect, special or consequential damages,loss of revenues or profits, or any claim, demand or action by any third party not related to or affiliated with such Debtor arising out of or in connection with the processing of items (excluding only the claims of such third parties in connectionwith the processing of items to the extent arising solely from the gross negligence or willful misconduct of Secured Party) or the exercise of any other rights or remedies hereunder. Each Debtor further agrees to indemnify and hold Secured Party andthe Banks harmless from and against all such third party claims, demands or actions, including without limitation litigation costs and reasonable attorneys’ fees, excepting only those claims, demands and actions to the extent arising solely asa result of the gross negligence or willful misconduct of Secured Party or any of the Banks; 

(5) Appoint any officer oragent of Secured Party as a Debtor’s true and lawful proxy and attorney-in-fact, with power, upon the occurrence and during the continuance of any Event of Default; to endorse such Debtor’s name or any of its officers or agents upon anynotes, checks, drafts, money orders, or other instruments of payment (including payments payable under any policy of insurance on the Collateral) or Collateral that may come into possession of the Secured Party in full or part payment of any amountsowing to the Banks; to sign and endorse the name of such Debtor and/or any of its officers or agents upon any invoice, freight or express bill, bill of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications andnotices in connection with accounts, and any instrument or document relating thereto or to such Debtor’s rights therein; to execute on behalf of such Debtor any financing statements, amendments, subordinations or other filings pursuant to theCredit Agreement, this Security Agreement or the other Loan Documents; each Debtor hereby granting unto Secured Party on behalf of the Banks upon the occurrence and during the continuance of an Event of Default, as the proxy and attorney-in-fact ofsuch Debtor, full power to do any and all things necessary to be done in and about the premises as fully and effectually as such Debtor might or could do, and hereby ratifying all that said proxy and attorney shall lawfully do or cause to be done byvirtue hereof. The proxy and power of attorney described herein shall be deemed to be coupled with an interest and shall be irrevocable for the entire term of the Credit Agreement, the Notes and all transactions thereunder and thereafter as long asany Indebtedness or any of the commitments to lend (whether optional or obligatory) remain outstanding. The Secured Party shall have full power to collect, compromise, endorse, sell or otherwise deal with the Collateral or proceeds thereof on behalfof the Banks in its own name or in the name of such Debtor. 

 

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C. Right of Sale. 

(1) Each Debtor agrees that upon the occurrence and continuance of an Event of Default, Secured Party may, at its option, sell and disposeof the Collateral at public or private sale without any previous demand of performance. Each Debtor agrees that notice of such sale sent to such Debtor’s address, as set forth on the signature pages attached hereto, by certified or registeredmail sent at least five (5) Business Days prior to such sale, shall constitute reasonable notice of sale. The foregoing shall not require notice if none is necessary under applicable law. The proceeds of sale shall be applied in the followingorder: 

(i) to all reasonable costs and charges incurred by Secured Party in the taking and causing the removal and sale ofsaid property, including such reasonable attorneys’ fees as shall have been incurred by Secured Party; 

(ii) to theIndebtedness, including without limitation all accrued interest thereon, premiums and make whole amounts, if any, in the order set forth in the Credit Agreement; and 

(iii) any surplus of such proceeds remaining shall be paid to such Debtor, or to such other party who shall lawfully be entitled thereto.

Each Debtor agrees that Secured Party shall be under no obligation to accept any noncash proceeds in connection with any sale ordisposition of Collateral unless failure to do so would be commercially unreasonable. If Secured Party agrees in its sole discretion to accept noncash proceeds (unless the failure to do so would be commercially unreasonable), Secured Party mayascribe any commercially reasonable value to such proceeds. Without limiting the foregoing, Secured Party may apply any commercially reasonable discount factor in determining the present value of proceeds to be received in the future or may elect toapply proceeds to be received in the future only as and when such proceeds are actually received in cash by Bank. 

(2) Atany sale or sales made pursuant to this Security Agreement or in a suit to foreclose the same, the Collateral may be sold en masse or separately, at the same or at different times, at the option of the Secured Party or its assigns. Such sale may bepublic or private with notice as required by the Uniform Commercial Code as then in effect in the state in which the Collateral is located, and the Collateral need not be present at the time or place of sale. At any such sale, the Secured Party maybid for and purchase any of the property sold, notwithstanding that such sale is conducted by the Secured Party or its attorneys, agents, or assigns. At any sale or other disposition of Collateral pursuant to this Agreement, Bank disclaims allwarranties which would otherwise be given under the UCC, including without limit a disclaimer of any warranty relating to title, possession, quiet enjoyment or the like, and Bank may communicate these disclaimers to a purchaser at such disposition.This disclaimer of warranties will not render the sale commercially unreasonable. 

(3) The following shall be the basis forany finder of fact’s determination of the value of any Collateral which is the subject matter of a disposition giving rise to a calculation of any surplus or deficiency under Section 9-615 (f) of the UCC: (a) the Collateral whichis the subject matter of the disposition shall be valued in an “as is” condition as of the date of the disposition, without any assumption or expectation that such Collateral will be repaired or improved in any manner; (b) thevaluation shall be based upon an assumption that the transferee 

 

12 

of such Collateral desires a resale of the Collateral for cash promptly (but no later than 30 days) following the disposition; (c) all reasonableclosing costs customarily borne by the seller in commercial sales transactions relating to property similar to such Collateral shall be deducted including, without limitation, brokerage commissions, tax prorations, attorneys’ fees, whetherinside or outside counsel is used, and marketing costs; (d) the value of the Collateral which is the subject matter of the disposition shall be further discounted to account for any estimated holding costs associated with maintaining suchCollateral pending sale (to the extent not accounted for in (c) above), and other maintenance, operational and ownership expenses; and (e) any expert opinion testimony given or considered in connection with a determination of the value ofsuch Collateral must be given by persons having at least 5 years experience in appraising property similar to the Collateral and who have conducted and prepared a complete written appraisal of such Collateral taking into consideration the factorsset forth above. The “value” of any such Collateral shall be a factor in determining the amount of proceeds which would have been realized in a disposition to a transferee other than a secured party, a person related to a secured party ora secondary obligor under Section 9-615(f). 

D. Miscellaneous. Secured Party shall have the right at all times to enforce theprovisions of this Security Agreement, on behalf of Banks, in strict accordance with the terms hereof, notwithstanding any conduct or custom on the part of Secured Party or any of the Banks in refraining from so doing at any time or times. Thefailure of Secured Party or any of the Banks at any time or times to enforce its rights under said provisions strictly in accordance with the same shall not be construed as having created a custom in any way or manner contrary to the specificprovisions of this Security Agreement or as having in any way or manner modified the same. All rights and remedies of Secured Party and Banks hereunder shall be cumulative and concurrent, and the exercise of one right or remedy shall not be deemed awaiver or release of any other right or remedy. 

 
 VI.Representations, Warranties and Covenants of Debtors.
Each Debtor represents and warrants, and, after the date hereof, covenants so long as any of the Credit Agreement, the Notes or Letter of Credit Agreements remain in effect other than with respect to contingent indemnification obligationsto the extent no claim has been asserted, that: 

A. Such Debtor is a registered organization under the laws of one of the states comprisingthe United States and such Debtor is located (as determined under the UCC) in the state under the laws of which it was organized, which is set forth in Schedule III hereto; 

B. Each other location where Debtor maintains a place of business is set forth on Schedule IV; 

C. No financing statement covering the Collateral, or any part thereof, has been or will be filed with any filing officer, except as permitted under theCredit Agreement. No person, other than Secured Party, has possession or control (as defined in the UCC) of any Collateral of such nature that perfection of a security interest may be accomplished by control. 

 

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D. No other agreement, pledge or assignment covering the Collateral, or any part thereof, has been orwill be made and no security interest, other than the one created hereby or pursuant to security agreements and pledges previously made in favor of Secured Party on behalf of the Banks, has or will be attached or has been or will be perfected in theCollateral or in any part thereof, except as permitted under the Credit Agreement. 

E. No material dispute, right of setoff, counterclaimor defenses exist with respect to any part of the Collateral (excluding accounts, accounts receivable and rights to payment for services rendered), except as permitted under the Credit Agreement. 

F. At the time Secured Party’s security interest attaches to any of the Collateral or its proceeds, such Debtor will be the lawful owner thereofwith the right to transfer any interest therein, such Collateral is free and clear of all liens other than the one created hereby or permitted by the Credit Agreement and that such Debtor will make such further assurances to prove its title to theCollateral as may be reasonably required, will keep such Collateral free and clear of all liens other than the one created hereby and liens permitted by the Credit Agreement, and will take such action to defend the Collateral and its proceedsagainst the lawful claims and demands of all persons whomsoever. The delivery at any time by such Debtor to Secured Party of Collateral, or financing statements covering any Collateral shall constitute a representation and warranty by such Debtorunder this Security Agreement that, with respect to such Collateral, and each item thereof, such Debtor is owner of the Collateral and the matters heretofore warranted in this paragraph are true and correct in all material respects. 

G. The representations and warranties contained in any of the Credit Agreement are incorporated by reference herein and are all made as of the datehereof. 

H. It shall, if applicable, contemporaneously with the execution and delivery of this Agreement, execute and deliver to the Agentan Agreement (Trademark), an Agreement (Patent) and an Agreement (Copyright) in the form of Exhibits A-1, A-2 and A-3 hereto, and shall execute and deliver to the Agent any other document required to acknowledge or register or perfect theAgent’s and the Banks’ interest in any of the Collateral described in Section I(d). 

 
 VII.Mutual Agreements.
Each Debtor and Secured Partymutually agree as follows: 

A. “Debtor” and “Secured Party” as used in this Security Agreement include the successorsand permitted assigns of those parties. 

B. To the extent permitted by applicable law, except as otherwise provided herein, the lawgoverning this Security Agreement shall be that of the State of Michigan. 

C. This Security Agreement includes all amendments andsupplements hereto and all assignments hereof, provided, that such Debtor and Secured Party shall not be bound by any amendment hereto unless such amendment is expressed in a writing executed by each of them. 

 

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D. All capitalized or other terms not specifically defined herein are used as defined in the CreditAgreement. To the extent not inconsistent therewith, all such terms shall also be construed in conformity with the UCC or other applicable Uniform Commercial Code. 

E. The security interest granted under this Security Agreement shall be a continuing security interest in every respect (whether or not the outstanding balance of the Indebtedness is from time to time temporarilyreduced to zero) and Secured Party’s security interest in the Collateral as granted herein shall continue in full force and effect for the entire duration that the Credit Agreement remains in effect (other than to the extent in effect only withrespect to contingent indemnification obligations with respect to which no claim has been asserted) and until all of the Indebtedness is repaid and discharged in full, and no commitment (whether optional or obligatory) to extend any credit under theCredit Agreement or any of the Notes remains outstanding. 

F. **THE PARTIES HERETO ACKNOWLEDGE THAT THIS SECURITY AGREEMENT IS SUBJECT TOTHE MUTUAL WAIVER OF JURY TRIAL CONTAINED IN THE APPLICABLE PROVISIONS OF THE CREDIT AGREEMENT AND THE GUARANTY, AS APPLICABLE.**

G.Each of the Debtors hereby irrevocably submits to the non-exclusive jurisdiction of any United States Federal Court or Michigan state court sitting in Detroit, Michigan in any action or proceeding arising out of or relating to this SecurityAgreement and hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in any such United States Federal Court or Michigan state court. Each Debtor irrevocably consents to the service of any andall process in any such action or proceeding brought in any court in or of the State of Michigan by the delivery of copies of such process to such Debtor at its address specified in Schedule II hereto or by certified mail directed to such address.Nothing in this paragraph shall affect the right of the Banks and the Secured Party to serve process in any other manner permitted by law or limit the right of the Banks or the Secured Party (or any of them) to bring any such action or proceedingagainst any of the Debtors or any of its or their property in the courts of any other jurisdiction. Each of the Debtors hereby irrevocably waives any objection to the laying of venue of any such suit or proceeding in the above described courts.

H. This Agreement amends and restates in its entirety the Security Agreement dated September 9, 2005 by and among Debtors and Bank.

**[signatures follow on succeeding pages]**

 

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IN WITNESS WHEREOF, each of the undersigned Debtors and Secured Party have executed this SecurityAgreement as of the day and year first above written. 

 

DEBTORS:
**TECSTAR AUTOMOTIVE GROUP, INC.**By:   Its:   **QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC.**By:   Its:   **TECSTAR, L.P.**By:   Its:   **WHEEL TO WHEEL, LLC**By:   Its:   
 

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**STARCRAFT AUTOMOTIVE GROUP, INC.**By:   Its:   **POWERTRAIN INTEGRATION, LLC**By:   Its:   **CLASSIC DESIGN CONCEPTS, LLC**By:   Its:   **TECSTAR PARTNERS, LLC**By:   Its:   **WHEEL TO WHEEL POWERTRAIN, LLC**By:   Its:   
 

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**REGENCY CONVERSIONS, LLC**By:   Its:   **QUANTUM PERFORMANCE, LLC**By:   Its:   **UNIQUE PERFORMANCE CONCEPTS, LLC**By:   Its:   **PERFORMANCE CONCEPTS, LLC**By:   Its:   **TROY TOOLING, LLC**By:   Its:   
**EMPIRE COACH ENTERPRISES, LLC**By:   Its:   
 
ACCEPTED BY SECURED PARTY:**COMERICA BANK**, as Agent for the BanksBy:    Paul DeBonoIts: Vice President
 
The undersigned are executing a counterpart hereof for purposes of becoming parties hereto:[FUTURE SUBSIDIARY]By:   Its:   

Schedule I 

Intellectual Property 

(See attached) 

Schedule II 

Location of Collateral 

Schedule III 

Each Debtor’s chief executive office, 

principal place of business and location 

of organization 

Schedule IV 

Locations of Place of Business 

EXHIBIT A-1 

to Security Agreement 

**AGREEMENT**

**(Trademark)**

THIS AGREEMENT (TRADEMARK) (this “Agreement”), dated asof May 19, 2006, between (“Company” and sometimes a “Debtor”), and Comerica Bank in its capacity as agent for the Banks referred to below. 

**W I T N E S S E T H**

A. WHEREAS, pursuant to that certain Second Amended and Restated CreditAgreement dated as of May 19, 2006 (as amended or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, each of the financial institutions party thereto (collectively, the “Banks”) and SecuredParty, as Agent for the Banks, the Banks have agreed, subject to the satisfaction of certain terms and conditions, to make Advances to Borrower and to provide for the issuance of Letters of Credit for the account of Borrower, individually, orjointly and severally with certain of the other Account Parties (as such terms are defined in the Credit Agreement), as provided therein; and 

B. WHEREAS, in connection with the Credit Agreement, the Debtors have executed and delivered a Security Agreement, dated as of the date hereof (as amended or otherwise modified from time to time, the “Security Agreement”); and

C. WHEREAS, as a condition precedent to the making of the initial Advances under the Credit Agreement, the Debtors are required to executeand deliver this Agreement and to further confirm the grant to the Secured Party for the benefit of the Banks a continuing security interest in all of the Trademark Collateral (as defined below) to secure all Indebtedness. 

NOW, THEREFORE, for good and valuable consideration the receipt of which is hereby acknowledged, and in order to induce the Banks to make Advances(including the initial Advance) to the Borrower pursuant to the Credit Agreement, each of the Debtors agrees, for the benefit of the Banks, as follows: 

SECTION 1. Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Agreement, including its preamble and recitals, have the meanings provided in the SecurityAgreement. 

SECTION 2. Grant of Security Interest. For good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, to secure all of the Indebtedness, each of the Debtors does hereby mortgage, pledge and hypothecate to the Secured Party for the benefit of the Banks, and grant to the Secured Party for the benefit ofthe Banks a security interest in, all of the following property (the “Trademark Collateral”), whether now owned or hereafter acquired or existing: 

(a) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks,certification marks, collective marks, logos, other source of business identifiers, prints and labels on which any of the foregoing have appeared or appear, designs and general intangibles of a like nature (all of the foregoing items in thisclause (a) being collectively called a “Trademark”) now existing anywhere in the world or hereafter adopted or acquired, whether currently in use or not, all registrations and recordings thereof and all applications inconnection therewith, whether pending or in preparation for filing, including registrations, recordings and applications in the United States Patent and Trademark Office or in any office or agency of the United States of America or any State thereofor any foreign country, including those referred to in Item A of Attachment 1 hereto; 

(b) all Trademarklicenses, including each Trademark license referred to in Item B of Attachment 1 hereto; 

(c) all renewals ofany of the items described in clauses (a) and (b); 

(d) all of the goodwill of the business connectedwith the use of, and symbolized by the items described in, clauses (a) and (b); and 

(e) all proceeds of,and rights associated with, the foregoing, including any claim by the Debtors against third parties for past, present, or future infringement or dilution of any Trademark, Trademark registration, or Trademark license, including any Trademark,Trademark registration or Trademark license referred to in Item A and Item B of Attachment 1 hereto, or for any injury to the goodwill associated with the use of any Trademark or for breach or enforcement of any Trademarklicense. 

SECTION 3. Security Agreement. This Agreement has been executed and delivered by the Debtors for the purpose ofregistering the security interest of the Secured Party and the Banks in the Trademark Collateral with the United States Patent and Trademark Office and corresponding offices in other countries of the world. The security interest granted hereby hasbeen granted as a supplement to, and not in limitation of, the security interest granted to the Secured Party and the Banks under the Security Agreement. The Security Agreement (and all rights and remedies of the Secured Party and the Banksthereunder shall remain in full force and effect in accordance with its terms. 

SECTION 4. Release of Security Interest. Uponpayment in full of all Indebtedness (other than with respect to contingent indemnification obligations to the extent no claim has been asserted) and commitment (whether optional or obligatory) to extend any credit under the Credit Agreement has beenterminated, the Secured Party shall, at the Debtors’ expense, execute and deliver to the Debtors all instruments and other documents as may be necessary or proper to release the lien on and security interest in the Trademark Collateral whichhas been granted hereunder. 

SECTION 5. Acknowledgment. Each of the Debtors does hereby further acknowledge and affirm that therights and remedies of the Secured Party for the benefit of the Banks with 

 

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respect to the security interest in the Trademark Collateral granted hereby are more fully set forth in the Security Agreement, the terms and provisions ofwhich (including the remedies provided for therein) are incorporated by reference herein as if fully set forth herein. 

SECTION 6. LoanDocuments, etc. This Agreement is a Loan Document executed pursuant to the Credit Agreement and shall (unless otherwise expressly indicated herein) be construed, administered and applied in accordance with the terms and provisions of the CreditAgreement. 

SECTION 7. Counterparts. This Agreement may be executed by the parties hereto in several counterparts, each of whichshall be deemed to be an original and all of which shall constitute together but one and the same agreement. 

IN WITNESS WHEREOF, theparties hereto have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the day and year first above written. 

 
DEBTOR:**[                                                            ]**By:    Its:    Address:       Attention:    Facsimile No.:    COMERICA BANK, as Agent for the BanksBy:    Title:    Address:          Attention:    Facsimile No:  (313)                                        
Trademark Agreement 

 

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ATTACHMENT 1 

to 

Agreement 

(Trademark) 

 
**Item A.****Trademarks**
**Registered Trademarks**

 
**Country** **Trademark** **Registration No.**  
 

**Pending Trademark Applications**

 
**Country** **Trademark** **Serial No.**  
 

**Expired, Abandoned or Cancelled Trademarks**

 
**Country** **Trademark** **Registration No./Serial No.**  
 

**Trademark Applications in Preparation**

 
**Country** **Trademark** **Products/Services**  
 
**Item B.****Trademark Licenses**

EXHIBIT A-2 

to Security Agreement 

**AGREEMENT**

**(Patent)**

THIS AGREEMENT (PATENT) (this “Agreement”), dated as ofMay 19, 2006, between _______________________ (“Company” and sometimes a “Debtor”), and Comerica Bank in its capacity as agent for the Banks referred to below. 

**W I T N E S S E T H**

A. WHEREAS, pursuant to that certain Second Amended andRestated Credit Agreement dated as of May 19, 2006 (as amended or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, each of the financial institutions party thereto (collectively, the“Banks”) and Secured Party, as Agent for the Banks, the Banks have agreed, subject to the satisfaction of certain terms and conditions, to make Advances to Borrower and to provide for the issuance of Letters of Credit for the account ofBorrower, individually, or jointly and severally with certain of the other Account Parties (as such terms are defined in the Credit Agreement), as provided therein; and 

B. WHEREAS, in connection with the Credit Agreement, the Debtors have executed and delivered a Security Agreement, dated as of the date hereof (as amended or otherwise modified from time to time, the “SecurityAgreement”); and 

C. WHEREAS, as a condition precedent to the making of the initial Advances under the Credit Agreement, the Debtorsare required to execute and deliver this Agreement and to further confirm the grant to the Secured Party for the benefit of the Banks a continuing security interest in all of the Patent Collateral (as defined below) to secure all Indebtedness.

NOW, THEREFORE, for good and valuable consideration the receipt of which is hereby acknowledged, and in order to induce the Banks to makeAdvances (including the initial Advance) to the Borrower pursuant to the Credit Agreement, each of the Debtors agrees, for the benefit of the Banks, as follows: 

SECTION 1. Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Agreement, including its preamble and recitals, have the meanings provided in the SecurityAgreement. 

SECTION 2. Grant of Security Interest. For good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, to secure all of the Indebtedness, each of the Debtors does hereby mortgage, pledge and hypothecate to the Secured Party for the benefit of the Banks, and grant to the Secured Party for the benefit of the Banks a securityinterest in, all of the following property (the “Patent Collateral”), whether now owned or hereafter acquired or existing: 

(a) all letters patent and applications for letters patent throughout the world, including all patent applications in preparation for filing anywhere in the world and including each patent and patent applicationreferred to in Item A of Attachment 1 hereto; 

(b) all patent licenses, including each patent license referred to in Item B ofAttachment 1 hereto; 

(c) all reissues, divisions, continuations, continuations-in-part, extensions, renewals andreexaminations of any of the items described in the foregoing clauses (a) and (b); and 

(d) all proceeds of, and rightsassociated with, the foregoing (including license royalties and proceed of infringement suits), the right to sue third parties for past, present or future infringements of any patent or patent application, including any patent or patent applicationreferred to in Item A of Attachment 1 hereto, and for breach or enforcement of any patent license, including any patent license referred to in Item B of Attachment 1 hereto, and all rights corresponding thereto throughout the world. 

SECTION 3. Security Agreement. This Agreement has been executed and delivered by the Debtors for the purpose of registering the security interestof the Secured Party and the Banks in the Patent Collateral with the United States Patent and Trademark Office and corresponding offices in other countries of the world. The security interest granted hereby has been granted as a supplement to, andnot in limitation of, the security interest granted to the Secured Party and the Banks under the Security Agreement. The Security Agreement (and all rights and remedies of the Secured Party and the Banks thereunder) shall remain in full force andeffect in accordance with its terms. 

SECTION 4. Release of Security Interest. Upon payment in full of all Indebtedness (other thanwith respect to contingent indemnification obligations to the extent no claim has been asserted) and commitment (whether optional or obligatory) to extend any credit under the Credit Agreement has been terminated, the Secured Party shall, at theDebtors’ expense, execute and deliver to the Debtors all instruments and other documents as may be necessary or proper to release the lien on and security interest in the Patent Collateral which has been granted hereunder. 

SECTION 5. Acknowledgment. Each of the Debtors does hereby further acknowledge and affirm that the rights and remedies of the Secured Party forthe benefit of the Banks with respect to the security interest in the Patent Collateral granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which (including the remedies provided for therein) areincorporated by reference herein as if fully set forth herein. 

SECTION 6. Loan Documents, etc. This Agreement is a Loan Documentexecuted pursuant to the Credit Agreement and shall (unless otherwise expressly indicated herein) be construed, administered and applied in accordance with the terms and provisions of the Credit Agreement. 

 

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SECTION 7. Counterparts. This Agreement may be executed by the parties hereto in severalcounterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement. 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the day and year first above written. 

 
DEBTOR:**[                                                            ]**By:    Its:    Address:       Attention:    Facsimile No.:    COMERICA BANK, as Agent for the BanksBy:    Title:    Address:          Attention:    Facsimile No:  (313)                                    
 

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Attachment 1 

to Agreement (Patent) 

Patents (including letters patent and applications for letters patent): 

 
**Country** **Patent** **Patent No.** **Issue Date**                  
Patent licenses: 

 

4 

EXHIBIT A-3 

to Security Agreement 

**AGREEMENT**

**(Copyright)**

THIS AGREEMENT (COPYRIGHT) (this “Agreement”), dated asof May 19, 2006, between _____________________ (the “Debtor”) and Comerica Bank in its capacity as Agent for the Banks referred to below (“Secured Party”). 

**W I T N E S S E T H**

A. WHEREAS, pursuant to that certain Second Amended andRestated Credit Agreement dated as of May 19, 2006 (as amended or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, each of the financial institutions party thereto (collectively, the“Banks”) and Secured Party, as Agent for the Banks, the Banks have agreed, subject to the satisfaction of certain terms and conditions, to make Advances to Borrower and to provide for the issuance of Letters of Credit for the account ofBorrower, individually, or jointly and severally with certain of the other Account Parties (as such terms are defined in the Credit Agreement), as provided therein; and 

B. WHEREAS, in connection with the Credit Agreement, the Debtors have executed and delivered a Security Agreement, dated as of the date hereof (as amended or otherwise modified from time to time, the “SecurityAgreement”); and 

C. WHEREAS, as a condition precedent to the making of the initial Advances under the Credit Agreement, the Debtorsare required to execute and deliver this Agreement and to further confirm the grant to the Secured Party for the benefit of the Banks a continuing security interest in all of the Copyright Collateral (as defined below) to secure all SecuredObligations. 

NOW, THEREFORE, for good and valuable consideration the receipt of which is hereby acknowledged, and in order to induce theBanks to make Advances (including the initial Advance) to the Company pursuant to the Credit Agreement, Debtors agree, for the benefit of the Banks, as follows: 

SECTION 1. Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Agreement, including its preamble and recitals, have the meanings provided in the SecurityAgreement. 

SECTION 2. Grant of Security Interest. For good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, to secure all of the Indebtedness, the Debtors do hereby mortgage, pledge and hypothecate to the Secured Party for the benefit of the Banks, and grant to the Secured Party for the benefit of the Banks a security interest in, allof the following property, whether now owned or hereafter acquired or existing: all United States copyrights and mask works, whether or not registered, and all applications for registration of all 

copyrights and mask works, including, but not limited to all copyrights and mask works, and all applications for registration of all copyrights and maskworks identified in Attachment 1 hereto and made a part hereof, and including without limitation (1) the right to sue or otherwise recover for any and all past, present and future infringements and misappropriations thereof; (2) allincome, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all Copyright Licenses entered into in connection therewith, and damages and payments for past orfuture infringements thereof); and (3) all rights corresponding thereto and all modifications, adaptations, translations, enhancements and derivative works, renewals thereof, and all other rights of any kind whatsoever of the Grantor accruingthereunder or pertaining thereto (Copyrights and Copyright Licenses being, collectively, the “ Copyright Collateral”). 

SECTION 3. Security Agreement. This Agreement has been executed and delivered by the Debtors for the purpose of registering the security interest of the Secured Party and the Banks in the Copyright Collateral with the United StatesCopyright Office and corresponding offices in other countries of the world. The security interest granted hereby has been granted as a supplement to, and not in limitation of, the security interest granted to the Secured Party and the Banks underthe Security Agreement as security for the discharge and performance of the Indebtedness. The Security Agreement (and all rights and remedies of the Secured Party and the Banks thereunder) shall remain in full force and effect in accordance with itsterms. 

SECTION 4. Release of Security Interest. Upon payment in full of all Indebtedness and when all commitments to extend anycredit under the Credit Agreement have been terminated, the Secured Party shall, at the Debtors’ expense, execute and deliver to the Debtors all instruments and other documents as may be necessary or proper to release the lien on and securityinterest in the Copyright Collateral which has been granted hereunder. 

SECTION 5. Acknowledgment. The Debtors do hereby furtheracknowledge and affirm that the rights and remedies of the Secured Party for the benefit of the Banks with respect to the security interest in the Copyright Collateral granted hereby are more fully set forth in the Security Agreement, the terms andprovisions of which (including the remedies provided for therein) are incorporated by reference herein as if fully set forth herein. 

SECTION 6. Loan Documents, etc. This Agreement is a Loan Document executed pursuant to the Credit Agreement and shall (unless otherwise expressly indicated herein) be construed, administered and applied in accordance with the termsand provisions of the Credit Agreement. 

SECTION 7. Counterparts. This Agreement may be executed by the parties hereto in severalcounterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement. 

**[Signatures follow on succeeding pages]**

 

2 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered bytheir respective officers thereunto duly authorized as of the day and year first above written. 

 
DEBTOR:**[                                                            ]**By:   Its:   **COMERICA BANK**, as successor Agent for the BanksBy:   Its:   
 

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